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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
--- OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
--- OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO _____________
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COMMISSION FILE NUMBER 0-19538
HYPERION SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 06-1326879
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
900 LONG RIDGE ROAD, STAMFORD, CONNECTICUT 06902
(Address of principal executive offices, including zip code)
(203) 703-3000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
----- -----
As of April 30, 1997, there were 17,533,149 shares of the Registrant's
common stock, $.01 par value, outstanding.
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Hyperion Software Corporation
Form 10-Q
CONTENTS
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet -- March 31, 1997 and June 30,
1996.....................................................................2
Condensed Consolidated Statement of Income -- Three Months Ended
March 31, 1997 and 1996; Nine Months Ended March 31, 1997 and 1996.......3
Condensed Consolidated Statement of Cash Flows --
Nine Months Ended March 31, 1997 and 1996................................4
Notes to Condensed Consolidated Financial Statements -- March 31, 1997.....5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations...............................................6
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.....................................10
SIGNATURES...................................................................11
Hyperion, Hyperion Software, Hyperion Financials, Hyperion Receivables, Hyperion
Assets, Hyperion Tools, Hyperion Admin., LedgerLink, Micro Control, Pillar,
Financial Intelligence and Business Intelligence are registered trademarks and
Hyperion Enterprise, Hyperion Pillar, Hyperion Analyst, Hyperion OLAP, Hyperion
Retrieve, Hyperion Reporting, Hyperion Forms, Hyperion OnTrack, Hyperion
Analytical Ledger, Hyperion Ledger, Hyperion Payables, Hyperion Purchasing,
Conversion Catalyst and Build&Link are trademarks of Hyperion Software
Operations Inc., a wholly-owned subsidiary of Hyperion Software Corporation.
Marvel Comics, Spider-Man: TM and copyright 1996 Marvel Characters, Inc. all
rights reserved. All other trademarks and company names mentioned are the
property of their respective owners.
For further information, refer to the Hyperion Software Corporation
annual report on Form 10-K for the year ended June 30, 1996.
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Hyperion Software Corporation
Condensed Consolidated Balance Sheet
(in thousands, except for share data)
MARCH 31, 1997 JUNE 30, 1996
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ASSETS (Unaudited) (Note)
Current assets:
Cash and cash equivalents $ 52,966 $ 42,361
Accounts receivable--net of allowances of $5,100 and $4,900 47,049 55,674
Prepaid expenses and other current assets 3,781 3,925
Deferred income taxes 4,005 3,349
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TOTAL CURRENT ASSETS 107,801 105,309
Property and equipment--at cost, less accumulated depreciation
and amortization of $27,699 and $21,063 57,952 54,606
Product development costs--at cost, less accumulated amortization
of $11,303 and $7,818 11,782 11,985
Product distribution rights, goodwill and other intangible assets--
at cost, less accumulated amortization of $7,836 and $5,784 11,762 6,087
Deposits and other assets 1,883 1,461
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Total assets $191,180 $179,448
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 22,142 $ 20,728
Accrued employee compensation and benefits 12,841 15,380
Income taxes payable 5,383 4,215
Deferred revenue 38,840 36,832
Notes payable 599 705
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TOTAL CURRENT LIABILITIES 79,805 77,860
Mortgage payable 7,956 8,336
Deferred income taxes 2,367 3,249
Stockholders' equity:
Preferred stock--$.01 par value; authorized--1,000,000 shares;
none issued
Common stock--$.01 par value; authorized--100,000,000 shares;
issued--21,862,613 and 21,362,626 shares 219 214
Additional paid-in capital 79,189 73,440
Retained earnings 36,108 30,116
Currency translation adjustments (1,231) (534)
Treasury stock, at cost--4,329,464 shares (13,233) (13,233)
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TOTAL STOCKHOLDERS' EQUITY 101,052 90,003
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Total liabilities and stockholders' equity $191,180 $179,448
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Note: the balance sheet at June 30, 1996 has been derived from the audited
financial statements at that date.
See accompanying notes.
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Hyperion Software Corporation
Condensed Consolidated Statement of Income (Unaudited)
(in thousands, except per share data)
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
1997 1996 1997 1996
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REVENUES
Software licenses $24,038 $16,014 $ 70,316 $ 55,194
License renewals and services 26,485 20,842 78,890 59,020
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Total revenues 50,523 36,856 149,206 114,214
COSTS AND EXPENSES
Cost of revenues:
Software licenses 1,840 1,180 5,205 3,365
License renewals and services 17,377 13,203 48,214 37,332
Sales and marketing 17,037 12,093 49,435 35,891
Product development 7,702 6,478 23,605 18,847
Purchased research and development 2,000
General and administrative 4,821 3,519 14,030 11,182
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48,777 36,473 140,489 108,617
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OPERATING INCOME 1,746 383 8,717 5,597
Interest income 453 311 1,208 1,178
Interest expense (84) (105) (258) (149)
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INCOME BEFORE INCOME TAXES 2,115 589 9,667 6,626
Provision for income taxes 800 220 3,675 2,520
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NET INCOME $ 1,315 $ 369 $ 5,992 $ 4,106
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EARNINGS PER SHARE
Primary $ .07 $ .02 $ .33 $ .23
Fully diluted $ .07 $ .02 $ .32 $ .23
AVERAGE NUMBER OF SHARES OUTSTANDING
Primary 18,769 17,942 18,364 17,921
Fully diluted 18,769 17,983 18,464 17,957
See accompanying notes.
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Hyperion Software Corporation
Condensed Consolidated Statement of Cash Flows (Unaudited)
(in thousands)
NINE MONTHS ENDED
MARCH 31,
1997 1996
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CASH PROVIDED BY OPERATING ACTIVITIES $ 32,385 $ 16,502
INVESTING ACTIVITIES
Office and research facilities (482) (14,230)
Leasehold improvements and purchases of furniture,
equipment and software (12,466) (12,193)
Product development costs (3,282) (4,498)
Deposits and intangible assets (1,129) (53)
Business acquisitions (7,104) (3,144)
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Cash used by investing activities (24,463) (34,118)
FINANCING ACTIVITIES
Principal payments on notes payable (486) (446)
Exercise of stock options by employees 3,866 3,888
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Cash provided by financing activities 3,380 3,442
Effect of exchange rate changes (697) (199)
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 10,605 (14,373)
Cash and cash equivalents at beginning of period 42,361 45,494
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 52,966 $ 31,121
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Income taxes $ 2,157 $ 2,921
Interest ($266 capitalized in 1996) 241 412
See accompanying notes.
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Hyperion Software Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)
March 31, 1997
A. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting
only of normal recurring accruals, considered necessary for a fair presentation
have been included in the accompanying unaudited financial statements. Operating
results for the three and nine-month periods ended March 31, 1997 are not
necessarily indicative of the results that may be expected for the full year
ending June 30, 1997. For further information, refer to the consolidated
financial statements and footnotes thereto included in the company's annual
report on Form 10-K for the year ended June 30, 1996.
Earnings per share ("EPS") are calculated by dividing net income by the weighted
average number of common and common equivalent shares outstanding during the
period. For primary EPS, common equivalent shares are shares which would be
issuable upon the exercise of outstanding stock options, reduced by the number
of shares assumed to be purchased by the company with the proceeds obtained
therefrom at the average market price during the period. For the fully diluted
EPS calculation, shares are assumed to be purchased by the company at the higher
of the average or period-end market price and, therefore, this calculation may
include additional equivalent shares.
B. CONTINGENCIES
From time to time, in the normal course of business, various claims are made
against the company. At this time, in the opinion of management, there are no
pending claims the outcome of which is expected to result in a material adverse
effect on the financial position of the company.
C. SUBSEQUENT EVENT
In April 1997, the company announced a plan to join forces with The Baan
Company, a leading provider of enterprise-wide and inter-enterprise software
solutions, through a joint development venture and shared channel strategy.
Currently in the form of a signed letter of intent, the plan consists of two
primary components: a shared sales channel strategy and joint development of
future accounting products. The definitive arrangement, expected to be completed
this fiscal year, is intended to leverage Baan's expertise in complex
transactional Enterprise Resource Planning solutions and Hyperion's command of
financial and information management. Hyperion expects to incur nonrecurring
charges in its June 1997 quarter of approximately $4 million ($2.5 million after
tax benefits or $.13 per share) for asset valuation and restructuring costs
resulting from an agreement with Baan.
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Hyperion Software Corporation
Management's Discussion and Analysis of
Financial Condition and Results of Operations
OVERVIEW
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Founded in 1981, Hyperion Software Corporation develops, markets and supports
comprehensive financial management and accounting solutions for large,
multinational corporations. The company's client/server products facilitate the
budgeting, accounting, multisource consolidation, and business reporting and
analysis processes, giving users fast, dynamic access to and querying
capabilities of interrelated financial information. A common set of delivery
technologies enable superior reporting, spreadsheet analysis, data entry and
intranet information access.
The company derives revenues from licensing its software products and providing
related product installation, support and training services. Customers are
billed an initial fee for the software upon delivery. A license renewal fee
entitling customers to routine support and product updates is billed annually.
Hyperion Software licenses its products throughout the world primarily through a
direct sales force. In certain territories outside of North America, products
are licensed through independent distributors, including major accounting firms.
The company includes in revenues its net share of revenues generated by
distributors.
The company operates with a minimal software licensing backlog. Therefore,
quarterly revenues and operating results are quite dependent on the volume and
timing of the signing of licensing agreements and product deliveries during the
quarter, which are difficult to forecast. The company's future operating results
may fluctuate due to these and other factors, such as customer buying patterns,
the deferral and/or realization of deferred software license revenues according
to contract terms, the timing of new product introductions and product upgrade
releases, the company's hiring plans, the scheduling of sales and marketing
programs, new product development by the company or its competitors and currency
exchange rate movements. A significant portion of the company's quarterly
software licensing agreements is concluded in the last month of the fiscal
quarter, generally with a concentration of such revenues earned in the final ten
business days of that month. The company generally has realized lower revenues
in its first (September) and third (March) fiscal quarters than in the
immediately following quarters. Total revenues and net income were $50.5 million
and $1.3 million, respectively, for the third quarter of fiscal 1997, $52.7
million and $2.6 million, respectively, for the second quarter of fiscal 1997,
and $46 million and $2 million for the first quarter of fiscal 1997. The company
believes that these revenue fluctuations are caused by customer buying patterns,
including traditionally slow purchase activity in the summer months and low
purchase activity in the corporate financial applications market during the
March quarter, as many potential customers are busy with their year-end closing
and financial reporting. In any case, due to the relatively fixed nature of
certain costs, including personnel and facilities expenses, a decline or
shortfall in quarterly and/or annual revenues typically results in lower
profitability or may result in losses.
Except for the historical information contained in this report on Form 10-Q, the
matters discussed herein are forward-looking statements that involve risks and
uncertainties. Actual events and the company's future results may vary
significantly based on a number of factors, including those discussed in the
preceding paragraph; whether Baan and Hyperion reach definitive agreements with
respect to the matters covered by the letter of intent and what the detailed
negotiated terms of such agreements are (see Note C of the accompanying
financial statements); whether the products contemplated to be developed are
developed in a timely fashion and are accepted by the market; whether the
proposed coordination of sales prospects between the companies works in practice
and results in increased revenues for the company; whether the strategic
advantages and synergies contemplated to be gained by the parties are actually
able to be realized; and the impact of competitive products and pricing. Any
forward-looking statements should be considered in light of these factors as
well as other risks as detailed in the company's annual report on Form 10-K for
the year ended June 30, 1996.
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Hyperion Software Corporation
Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
RESULTS OF OPERATIONS
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REVENUES
Third Quarter Ended Nine Months Ended
March 31, 1997 CHANGE 1996 1997 CHANGE 1996
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(dollars in thousands)
Software licenses $24,038 50.1% $16,014 $70,316 27.4% $55,194
Percentage of total revenues 47.6% 43.5% 47.1% 48.3%
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License renewals and services $26,485 27.1% $20,842 $78,890 33.7% $59,020
Percentage of total revenues 52.4% 56.5% 52.9% 51.7%
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Software license revenues rose primarily as a result of an increase in the
number of licenses sold (unit volume) versus, for example, price increases.
Sales of budgeting and analysis solutions were particularly strong, as were
sales of consolidation and reporting applications in Asia and Europe.
The increase in license renewal and service revenue is mainly attributable to
the year-to-year growth of the company's installed customer base.
Revenues generated from markets outside the United States for the first three
quarters of fiscal 1997 and 1996 were $55.8 million and $38.8 million, or 37.4%
and 34% of total revenues, respectively. Revenue growth was particularly strong
in Europe, most notably in Germany, the Netherlands and the United Kingdom.
COST OF REVENUES
Third Quarter Ended Nine Months Ended
March 31, 1997 CHANGE 1996 1997 CHANGE 1996
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(dollars in thousands)
Software licenses $ 1,840 55.9% $ 1,180 $ 5,205 54.7% $ 3,365
Gross profit percentage 92.3% 92.6% 92.6% 93.9%
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License renewals and services $17,377 31.6% $13,203 $48,214 29.1% $37,332
Gross profit percentage 34.4% 36.7% 38.9% 36.7%
- - ----------------------------- ------------------------------ -----------------------------
Cost of software license revenues consists primarily of the cost of product
packaging and documentation materials, amortization of capitalized software
costs, amortization of certain intangible assets related to business
acquisitions, and royalty expenses. The increase in the cost of software license
revenues principally reflects the associated increase in the amortization of
capitalized costs related to new products, product enhancements and the recent
acquisition of distribution rights to the company's corporate budgeting product
in Belgium, France and the United Kingdom. The amortization of capitalized
software costs commences upon the general release of the software to customers.
The increase in the cost of license renewal and service revenues was due
primarily to additional staffing expense for both installation and ongoing
support services.
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Hyperion Software Corporation
Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
OPERATING EXPENSES
Third Quarter Ended Nine Months Ended
March 31, 1997 CHANGE 1996 1997 CHANGE 1996
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(dollars in thousands)
Sales and marketing $17,037 40.9% $12,093 $49,435 37.7% $35,891
Percentage of total revenues 33.7% 32.8% 33.1% 31.4%
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Product development $ 7,702 18.9% $ 6,478 $23,605 25.2% $18,847
Percentage of total revenues 15.2% 17.6% 15.8% 16.5%
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General and administrative $ 4,821 37.0% $ 3,519 $14,030 25.5% $11,182
Percentage of total revenues 9.5% 9.5% 9.4% 9.8%
- - ---------------------------- ------------------------------ -----------------------------
The increase in sales and marketing expenses is primarily due to a net increase
in sales-marketing personnel and, to a lesser extent, an increase in commission
costs directly associated with the significant increase in software license
revenues.
The increase in product development expenses reflects additional personnel and
third-party development costs associated with expanded research and development
activities. In the first three quarters of fiscal 1997 and 1996, the company
capitalized $3.3 million and $4.5 million of software development costs,
respectively, in accordance with Statement of Financial Accounting Standards No.
86, "Accounting for the Costs of Computer Software to be Sold, Leased or
Otherwise Marketed." The amounts capitalized by the company primarily relate to
the company's development of enterprise-wide financial management and accounting
solutions for client/server environments and represented 12.2% and 19.3% of
total product development expenditures. Capitalized software costs are amortized
over the estimated economic life of the product, but generally not more than
four years.
In the second quarter of fiscal 1996, the company concluded two strategic
acquisitions involving application technologies and an important European client
base. The acquisitions, which amounted to $3.6 million, were accounted for as
purchase transactions and, accordingly, $2 million was allocated to purchased
research and development and $1.6 million was allocated to identifiable
intangible assets based on their estimated fair values. The purchased research
and development was reflected as a one-time charge in the company's operating
results. The charge had the effect of reducing net income for the nine months
ended March 31, 1996 by approximately $1.3 million or $.07 per share.
The increase in general and administrative expenses resulted, for the most part,
from increases in personnel costs incurred to support the growth of the
company's overall operations.
PROVISION FOR INCOME TAXES
The company's effective income tax rate remained substantially unchanged at
approximately 38%. The rate for the current nine-month period reflects the
company's expectations for the full year ending June 30, 1997.
NET INCOME
As a result of the above factors, net income for the three and nine-month
periods ended March 31, 1997 increased to $1.3 million or by 256.4% from $.4
million and $6 million or by 45.9% from $4.1 million, respectively, for the
corresponding periods of 1996.
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share" which
changes the methodology of calculating earnings per share. The company will
adopt SFAS No. 128 in December 1997. Early adoption is not permitted. The
company does not expect the adoption of SFAS No. 128 to have a material effect
on its financial statements.
To date, the overall impact of inflation on the company has not been material.
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Hyperion Software Corporation
Management's Discussion and Analysis of
Financial Condition and Results of Operations (continued)
LIQUIDITY AND CAPITAL RESOURCES
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To date, the company has financed its business principally through positive cash
flow from operations and sales of its common stock. For fiscal years 1994, 1995
and 1996, and for the nine months ended March 31, 1997, the company generated
positive cash flow from operations of $19.7 million, $28.9 million, $34.1
million and $32.4 million, respectively.
Cash used by investing activities amounted to $24.5 million for the first three
quarters of fiscal 1997, including $12.5 million primarily for purchases of
computer equipment, $3.3 million for product development costs, $1.1 million for
deposits and intangible assets and $7.1 million to acquire the exclusive
distribution and service rights to the company's corporate budgeting product in
Belgium, France and the United Kingdom.
Financing activities in the first three quarters of fiscal 1997, including stock
options exercised by employees and payment of indebtedness, generated cash of
$3.4 million. In connection with the stock options exercised by certain of its
employees (for a total of 499,987 common shares), the company recognized (as a
credit to additional paid-in capital) an income tax benefit of $1.9 million for
the nine months ended March 31, 1997.
As of March 31, 1997, the company had cash and cash equivalents of $53 million
and working capital of $28 million, no long-term debt other than the mortgage
loan (currently at an interest rate of 3.9%) for the Stamford, Connecticut
office and research facility, and its ratio of current assets to current
liabilities was 1.4 to 1. Cash equivalents are comprised primarily of investment
grade U.S. state and political subdivision obligations with varying terms of
three months or less. The company has long-term credit availability of $25
million under a revolving credit facility. The company anticipates capital
expenditures of approximately $35 million for its 1997 fiscal year. The company
intends to continue to review potential acquisitions and business alliances that
it believes would enhance its growth and profitability.
From time to time, in the normal course of business, various claims are made
against the company. At this time, in the opinion of management, there are no
pending claims the outcome of which is expected to result in a material adverse
effect on the financial position of the company.
The company believes that funds generated from operations, existing cash
balances and its available credit facility will be sufficient to finance the
company's operations for at least the next two years.
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Hyperion Software Corporation
Part II. Other Information
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following exhibit is included herein:
EXHIBIT NO. DESCRIPTION
11 - Statement Re: Computation of Earnings Per Share
The company did not file any reports on Form 8-K during the three months ended
March 31, 1997.
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Hyperion Software Corporation
Form 10-Q
for the three-month period ended March 31,1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Hyperion Software Corporation
/s/ Michael A. Manto May 14, 1997
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Michael A. Manto Date
Vice President and Corporate Controller
/s/ Lucy Rae Ricciardi May 14, 1997
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Lucy Rae Ricciardi Date
Senior Vice President and Chief Financial Officer
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